When it comes into force the Act will make significant changes to company law.
Among other things the Act:
- expands the role and powers of the Registrar of Companies to, among other things, seek to ensure that information on the public register is accurate. This includes powers to reject filings, to require additional information, to require that inconsistencies are resolved and to remove information from the register;
- introduces a new requirement for various categories of people (including directors, persons with significant control and individuals filing documents at Companies House) to have their identity verified;
- abolishes the requirement for companies to keep their own registers of directors, directors' residential addresses, secretaries and persons with significant control. This information will instead be held on the public register. Companies will still need to keep a register of members and may need to include additional information in that register;
- requires a company's registered office to be at an 'appropriate address'. A PO box will not satisfy this requirement;
- requires all companies to maintain a registered email address to ensure that the Registrar of Companies can communicate with them by email;
- introduces a new corporate offence of failure to prevent fraud. This is only applicable to larger organisations;
- imposes new obligations on limited partnerships, including requiring additional information to be filed in respect of partners, requiring an annual confirmation statement to be filed and also requiring the registered office address to be in the part of the UK in which the limited partnership is registered.
As yet we do not know exactly when the Act will come into force. However, recent communications from Companies House indicate that they expect at least some parts of the Act to come into force in the early part of 2024.
Although not dealt with by the Act, the government also intends to introduce restrictions on the use of corporate directors. Among other things, the government has indicated that a corporate director will need to be a legal person and all the directors of the corporate director will need to be natural persons and have their identities verified. There will be a 12 month grace period for existing companies to comply.
If you require any further information, or specific advice, please contact our expert team.
